Veru Inc

This proposal asks shareholders to approve a material amendment to the Company’s 2018 Equity Incentive Plan that would add 3,250,000 shares to the plan reserve (increasing it from 2,600,000 to 5,850,000) and materially raise annual award limits for employees and non-employee directors. Management is seeking approval because the Company has a limited remaining share pool (only 647,603 shares available under existing plans as of January 14, 2026) and a significant portion of outstanding options have exercise prices well above the current market price, limiting the effectiveness of the current equity program as a retention and incentive tool. The Board frames the amendment as necessary to attract, motivate and retain key personnel without resorting to cash compensation, which it views as less alignment-focused and more cash-consuming. The filing provides shareholder-focused safeguards such as a 12‑month minimum vesting rule (with limited exceptions), prohibition on re-pricing without shareholder approval, a fungible ratio that counts full-value awards as two shares, a ten-year plan term, and administration by an independent Compensation Committee. Material trade-offs include increased dilution: the Company estimates the additional shares would represent roughly 20.2% of outstanding shares as of January 14, 2026 and would raise the fully-diluted overhang from 7.4% to 13.9% if approved. The proposal therefore balances the operational need to grant meaningful, market-competitive equity awards against shareholder dilution; management argues the benefits (improved retention and alignment) outweigh the dilution, while shareholders should weigh the scale of the increase and the governance protections provided. The Board’s recommendation is FOR, citing the competitive labor market, the underwater nature of existing options, and the plan features designed to limit abuse. The vote required is a simple majority of votes cast; abstentions will be treated as votes AGAINST. Given the plan features and the Company’s factual context (small employee base, large outstanding high-exercise-price option pool), the proposal is pragmatically defensible but will be scrutinized by investors sensitive to dilution and historical burn rates.

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, effectively a 'say-on-pay' ratification of the Compensation Committee’s program. Management argues the program is clear and simple—consisting primarily of base salary, annual performance awards tied to corporate and individual goals, and equity incentive awards—and is deliberately designed to promote pay-for-performance and long-term alignment through equity. The Compensation Committee is independent and has adopted practices such as an annual incentive program with corporate and stretch goals, equity grants with vesting schedules, and no supplemental pension or perquisites for named executives; the Company also has a clawback policy to recoup certain incentive awards in the event of a restatement. Countervailing governance context includes the Company’s recent financial performance (net losses in recent years and declining TSR) and that a substantial portion of equity awards are underwater, which can complicate retention and perceived alignment. The vote is non-binding but the Board says it will consider the outcome when setting future compensation. For investors, the question is whether the incentives and disclosures sufficiently tie pay to measurable performance while controlling excessive compensation given the Company’s financial outcomes; the Board recommends FOR, citing alignment, committee oversight, and the pay mix. A negative advisory vote would likely trigger a shareholder engagement and potential changes to the compensation program.

This proposal requests shareholder approval to empower the Board (and holders of proxies solicited by the Board) to adjourn the Annual Meeting to a later date or time if, in the Board’s view, doing so is necessary or appropriate—principally to solicit additional proxies or to permit distribution of supplemental or amended disclosure. Management seeks this authority as a practical measure to avoid failed votes on material proposals and to provide time to engage with shareholders. The proposal is routine in many proxy contests and transactions but raises governance trade-offs: while adjournment can enable constructive engagement and additional proxy solicitation to secure approval for proposals the Board believes necessary, it can also be used to delay or alter the timing of a shareholder decision and provide additional opportunities to influence outcomes. The Company notes shareholders who have already submitted proxies may revoke them prior to use, preserving shareholder control; approval requires a majority of votes cast. The Board recommends FOR, arguing that adjournment is in shareholders’ best interests to pursue approvals for matters critical to company operations. Investors should weigh the operational utility of the authority against the risk that it could be used to overcome active shareholder opposition without additional substantive changes to proposals.